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BILKREDITT 1 LIMITED (Incorporated with Limited Liability in Ireland) NOK

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BILKREDITT 1 LIMITED (Incorporated with Limited Liability in Ireland) NOK BILKREDITT 1 LIMITED (incorporated with limited liability in Ireland) NOK 3,965,000,000 Class A-1 Floating Rate Notes due June 2025 Issue Price: 100% NOK 4,677,000,000 Class A-2 Floating Rate Notes due June 2025 Issue Price: 100% NOK 2,013,440,000 Class B Floating Rate Notes due June 2025 Issue Price: 100% The Class A-1 Notes and the Class A-2 Notes (respectively, the "Class A-1 Notes" and the "Class A-2 Notes"; each a "Sub-Class" and together the "Class A Notes") and the Class B Notes (the Class A Notes and the Class B Notes each being a "Class" of Notes and together being the "Notes") issued by Bilkreditt 1 Limited (the "Issuer") are backed by a portfolio, purchased by the Issuer from Santander Consumer Bank AS (the "Seller"), of vehicle loans (the "Purchased Auto Loans") made by the Seller to finance the purchase of (i) motor vehicles (motorvogn) as defined in the Norwegian Road Traffic Act 1965 (including but not limited to cars, light commercial vehicles, motor homes and motor cycles), and (ii) other vehicles (kjøretøy) as defined in the Norwegian Road Traffic Act 1965 (including but not limited to caravans) (the "Financed Vehicles"). The Purchased Auto Loans may be secured by auto chattel mortgages (salgspant), may have the benefit of (i) any applicable and assignable type of vehicle insurance (comprehensive, collision, medical insurance etc.), and (ii) credit protection insurance policies relating to the debtor's debt outstanding to the Seller pursuant to a Purchased Auto Loan (where the Seller has been named as beneficiary in respect of those claims), and may have the benefit of guarantees provided (in a small number of cases) by third parties) (such security and other benefits, together with other related rights and proceeds, the "Related Collateral" and, together with the Purchased Auto Loans, the "Portfolio"). The Issuer will not acquire any auto loans or collateral from the Seller other than the Portfolio. The Notes are issued pursuant to a Note Trust Deed dated the Note Issuance Date (as defined below) (the "Note Trust Deed") between the Issuer and Deutsche Trustee Company Limited as Note Trustee. The obligations of the Issuer under the Notes and other obligations will be secured by first-ranking security interests granted to Deutsche Trustee Company Limited (the "Security Trustee") in favour of the holders of the Notes (the "Noteholders") and the other Issuer Secured Parties (as defined below) pursuant to an English law security deed dated the Note Issuance Date (the "Security Trust Deed"), a Norwegian security agreement dated the Note Issuance Date (the "Norwegian Security Agreement"), and an Irish security deed of assignment dated the Note Issuance Date (the "Irish Security Deed"). Although the Notes will share in the same security, the Class A Notes will rank in priority to the Class B Notes in the event of the security being enforced (see "THE MAIN PROVISIONS OF THE SECURITY TRUST DEED"). The Issuer will, on the Note Issuance Date, purchase and acquire from the Seller the Portfolio pursuant to the provisions of Chapter 2V of the Norwegian Financial Institutions Act 1988 (finansieringsvirksomhetsloven) (the "FIA"). Certain characteristics of the Portfolio are described under "DESCRIPTION OF THE PORTFOLIO" herein. The Class A Notes and the Class B Notes will each be issued at the issue price equal to 100% of their initial principal amount on 10 March 2011 (the "Note Issuance Date"). This Prospectus constitutes a prospectus for the purpose of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council (the "Prospectus Directive") in respect of asset-backed securities within the meaning of Article 2 (5) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 and the relevant implementing provisions in Ireland. The Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the "Irish Stock Exchange") for the Class A Notes to be admitted to the Official List and trading on its regulated market. Upon approval of the Prospectus by the Central Bank, the Prospectus will be filed with the Irish Companies Registration Office in accordance with Regulation 38(1)(b) of the Prospectus (Directive 2003/71/EC) Regulations 2005. Such approval relates only to the Class A Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purpose of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. No application has been made to the Irish Stock Exchange for the Class B Notes to be admitted to the Official List. Citibank International plc, HSBC Bank plc and Banco Santander, S.A. (together the "Joint Lead Managers") will subscribe for or, on a best efforts basis, procure subscriptions for, the Class A Notes and, to the extent they subscribe for and purchase any Class A Notes, will offer the Class A Notes from time to time, in negotiated transactions or otherwise, at varying prices to be determined at the time of the sale. The Class B Notes will be purchased by the Seller and will not be offered pursuant to this Prospectus. The Issuer will draw an advance under the Expenses Loan (as defined herein), to pay amongst other things, certain transaction structuring fees and expenses of the Issuer due to the Joint Lead Managers. For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS". An investment in the Notes is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such investment. For reference to the definitions of capitalised words and phrases appearing herein, see "INDEX OF DEFINED TERMS". Arranger SANTANDER Joint Lead Managers CITI HSBC SANTANDER The date of this prospectus is 8 March 2011. i The Class A-1 Notes and the Class A-2 Notes will each be initially represented by a temporary global note of the relevant Sub-Class in bearer form (each a "Temporary Global Note") without interest coupons attached. Each Temporary Global Note will be exchangeable, as described herein (see "OUTLINE OF THE TRANSACTION — The Notes — Form and Denomination"), for a permanent global note in bearer form which is recorded in the records of Euroclear and Clearstream Luxembourg (as defined below) (each, a "Permanent Global Note", and together with the Temporary Global Notes, (the "Bearer Notes") without interest coupons attached. Each Temporary Global Note will be exchangeable not earlier than 40 calendar days and not later than 180 calendar days after the Note Issuance Date, upon certification of non-U.S. beneficial ownership, for interests in a Permanent Global Note. The Bearer Notes will be deposited with a common safekeeper (the "Common Safekeeper") appointed by the operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream Luxembourg" and, together with Euroclear, the "Clearing Systems") on or before the Note Issuance Date. The Common Safekeeper will hold the Bearer Notes in custody for Euroclear and Clearstream Luxembourg. The Bearer Notes may be transferred in book-entry form only. The Bearer Notes will be issued in denominations of NOK 1,000,000 or integral multiples of NOK 1,000 in excess thereof. The Global Notes will only be exchangeable for definitive securities in certain limited circumstances. The Class B Notes will be issued in definitive registered form and initially represented by a single Note Certificate. Any Note Certificates later issued on any transfer or exchange will be issued in denominations of NOK 1,000,000 or integral multiples of NOK 1,000 in excess thereof. See "NOTE CONDITIONS" — Form, Denomination and Title". The Notes will be governed by English law. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Central Bank. The Issuer is not regulated by the Central Bank by virtue of the issue of the Notes. THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ANY OF THE JOINT LEAD MANAGERS, THE SELLER, THE SERVICER (IF DIFFERENT), THE SWAP COUNTERPARTY, THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE PRINCIPAL PAYING AGENT, THE CALCULATION AGENT, THE CASH ADMINISTRATOR, THE REGISTRAR, THE TRANSFER AGENT, THE LISTING AGENT, THE COMMON SAFEKEEPER OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO THE TRANSACTION DOCUMENTS (OTHER THAN THE ISSUER). NEITHER THE NOTES NOR THE UNDERLYING PORTFOLIO WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OF THE JOINT LEAD MANAGERS, THE SELLER, THE SERVICER, THE SWAP COUNTERPARTY, THE NOTE TRUSTEE, THE SECURITY TRUSTEE, THE PRINCIPAL PAYING AGENT, THE CALCULATION AGENT, THE CASH ADMINISTRATOR, THE REGISTRAR, THE TRANSFER AGENT, THE LISTING AGENT, THE COMMON SAFEKEEPER OR ANY OF THE RESPECTIVE AFFILIATES OR ANY OTHER PARTY TO THE TRANSACTION DOCUMENTS (OTHER THAN THE ISSUER) OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN. ii Class Class Principal Interest Rate Issue Expected Ratings Maturity ISIN Amount (NOK) Price (Fitch/DBRS) Date A-1 3,965,000,000 NIBOR + 100% AAAsf / AAA(sf) Payment XS0595990978 0.95% Date falling in June 2025 A-2 4,677,000,000 NIBOR + 100% AAAsf / AAA(sf) Payment XS0595991273 0.95% Date falling in June 2025 B 2,013,440,000 NIBOR + 100% Unrated Payment N/A 1.05% Date falling in June 2025 Interest on the Class A Notes will accrue on the outstanding principal amount of such Notes at a per annum rate equal to the sum of the Norwegian Inter-bank Offered Rate (NIBOR) for one month ("NIBOR") (in the case of the first Interest Period, the linear interpolation of between one and two month NIBOR) and 0.95% (the "Class A Interest Margin").
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